(Former name, former address and former fiscal year if changed since
last report)

Indicate by check mark
whether the registrant (1) has filed all reports to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes
X No

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).

Yes
X No

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of
large accelerated filer, accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act.

Large accelerated filer

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Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company
X

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

Yes No
X

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers
classes of common stock as of the latest practicable date.

2,417,925 as of October 31, 2012

1

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

The financial statements for the three months ended October 31, 2012
have not been reviewed by an independent registered public accounting firm.

First Hartford Corporation was
incorporated in Maine in 1909 and is engaged in the purchase, development,
ownership, management and sales of real estate.

Principles
of Consolidation

The accompanying condensed
consolidated financial statements include the accounts of First Hartford
Corporation (the Company), its wholly owned subsidiaries, and all other
entities in which the Company has a controlling financial interest, including
those where the Company has been determined to be a primary beneficiary of a
variable interest entity or meets certain criteria as a sole general partner or
managing member in accordance with the consolidation guidance of the Financial
Accounting Standards Board Accounting Standards Codification. As such,
included in the condensed consolidated financial statements are the accounts of
Rockland Place Apartments Limited Partnership and Clarendon Hill Somerville
Limited Partnership. The Companys ownership percentage in these variable
interest entity partnerships is nominal. All significant intercompany balances
and transactions have been eliminated.

Basis
of Presentation

The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals and adjustments to previously accrued
loss provisions) considered necessary for a fair presentation have been
included. Operating results for the interim periods are not necessarily
indicative of the results that may be expected for the entire year. The
condensed consolidated balance sheet as of April 30, 2012 was derived from the
audited financial statements for the year then ended. For further information,
refer to the consolidated financial statements and footnotes thereto included
in the Companys annual report on Form 10-K for the fiscal year ended April 30,
2012.

Because the Company is engaged
in the development and sale of real estate at various stages of construction,
the operating cycle may extend beyond one year. Accordingly, following the usual
practice of the real estate industry, the accompanying condensed consolidated
balance sheets are unclassified.

Currently, there are no
Accounting Standards Update (ASUs) that the Company is required to adopt which
are likely to have a material effect on its financial statements.

Basic net
income (loss) per share amounts are determined using the weighted average
number of shares of common stock outstanding during the reporting period.
Diluted earnings (loss) per share amounts include the weighted average
outstanding common shares as well as dilutive common stock options of 104,193
and 75,236 shares for the three and six month periods ended October 31, 2012.
Common stock options of 7,258 and 92,858 for three and six month periods ended
October 31, 2011 were anti-dilutive.

Financial
Instruments and Fair Value

The Companys financial
instruments include cash and cash equivalents, accounts receivable, marketable
securities, accounts payable, accrued expenses, and debt. The fair values of
accounts receivable, accounts payable and accrued expenses are estimated to
approximate their carrying amounts because of their relative short-term
nature. In general, the carrying amount of variable rate debt approximates its
fair value. Further, the carrying amount of fixed rate debt approximates fair
value since the interest rates on the debt approximates the Companys current
incremental borrowing rate. Marketable securities consist of equity securities
and are stated at fair value based on the last sale of the period obtained from
recognized stock exchanges (i.e. Level 1). Net unrealized gains of $51,847 and
$83,887 for the three and six month periods ended October 31, 2012 are included
in accumulated other comprehensive income.

The Company has consolidated both Rockland
and Clarendon based on the express legal rights and obligations provided to it
by the underlying partnership agreements and its control of their business
activity. The assets of these partnerships can only be used to settle their
obligations and their liabilities for which creditors (or beneficial interest
holders) do not have recourse to the general credit of the Company are shown
parenthetically in the line items of the consolidated balance sheets. A
summary of the assets and liabilities of Rockland and Clarendon included in the
Companys condensed consolidated balance sheets follows:

The Company accounts for its
50% ownership interest in CP Associates, LLC, Cranston Parkade, LLC and Dover
Parkade, LLC under the equity method of accounting. A summary of the operating
results for these entities follows:

Three Months Ended

Six Months Ended

June 30, 2012

June 30, 2011

June 30, 2012

June 30, 2011

CP Associates, LLC

Revenues

$783,459

$782,153

$1,561,702

$1,559,139

Expenses

591,735

598,477

1,194,013

1,185,622

Gain (loss) on
derivatives

(445,442)

(367,144)

18,002

(36,757)

Net income (loss)

($253,718)

($183,468)

$385,691

$336,760

June 30, 2012

June 30, 2011

June 30, 2012

June 30, 2011

Cranston Parkade, LLC

Revenue

$1,190,782

$1,269,142

$2,490,703

$2,493,257

Expenses

1,005,761

1,003,614

1,986,280

2,016,795

Net income

$185,021

$265,528

$504,423

$476,462

October 31, 2012

October 31, 2011

October 31, 2012

October 31, 2011

Dover Parkade, LLC

Revenue

$640,373

$662,606

$1,280,976

$1,261,366

Expenses

495,112

523,616

1,005,447

1,008,327

Net income

$145,261

$138,990

$275,529

$253,039

For the years prior to May 1,
2009, the Company was committed to provide funding to CP Associates, LLC,
Cranston Parkade LLC and Dover Parkade LLC. Although the Company no longer
considers itself liable for their obligations it had not previously
discontinued applying the equity method on these investments since the Company
had previously considered itself to be committed to providing financial support
to them. The Companys investment in them was recorded at cost and
subsequently adjusted for their gains, losses and distributions. The resulting
carrying value of these investments is ($3,708,375) as of October 31, 2012 and
($4,098,351) as of April 30, 2012 is included in other liabilities.

3. Income Taxes:

As of October 31, 2012 the Company has Federal
net operating loss carryforwards totaling approximately $13,100,000 that are
available to offset future Federal taxable income through various periods
expiring between 2013 and 2027. The Company has concluded that it is not more
likely than not that it will realize any deferred income tax assets.

The Company received a notice
from the Internal Revenue Service dated November 29, 2012 that the service has
completed its examination of the Companys Federal income tax return for period
ended April 30, 2010. The examination resulted in a no change in reported
tax. The determination does not include any partnerships in which the Company
has an interest.

On December 10, 2012 Career
Education Corp. (a major tenant of a partnership in which the Company owns a 50%
interest) filed a Form 8-K with the SEC. In the filing it identifies the
partnership building in Cranston as one of 23 locations they are closing.
Career Education anticipates that a majority of the campus closures will be
completed by the second quarter of 2014. The filing refers to the
remaining lease obligations of the 23 locations and the expected cost to it.
Under the lease which does not end until December 31, 2018, Career Education
pays approximately $1,525,000 annually plus real estate taxes of approximately
$280,000 annually. The Company anticipates that the rent will continue to be paid through the end
of the lease, and the Company has ample time to find a replacement tenant.

Item 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial and business analysis below provides information
which the Company believes is relevant to an assessment and understanding of
the Companys financial position, results of operations and cash flows. This
analysis should be read in conjunction with the condensed consolidated
financial statements and related notes.

The following discussion and certain other sections of this
Report on Form 10-Q contain statements reflecting the Companys views about its
future performance and constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These views may involve risk
and uncertainties that are difficult to predict and may cause the Companys
actual results to differ materially from the results discussed in such
forward-looking statements. Readers should consider how various factors
including changes in general economic conditions, cost of materials, interest
rates and availability of funds, and the nature of competition and relationship
with key tenants may affect the Companys performance. The Company undertakes
no obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or other.

Critical Accounting
Policies

There have been no significant changes in the Companys
critical accounting policies from those included in Item 7 of its Annual Report
on Form 10-K for the year ended April 30, 2012 under the subheading Critical
Accounting Policies and Estimates.

Results of Operations

Rental Income

Rental income for three and six months periods ended
October 31, 2012, increased approximately $304,000 and $446,000 respectively as
compared to the period ended October 31, 2011.

For the three and six months periods ended October 31,
2012, rental income from housing increased $252,000 and $356,000 respectively
over the comparable periods in 2011. Approximately ½ of the increase is from
rent increases and the balance from higher occupancy.

Rental income from retail accounted for the difference with
vacancies in our shopping center in North Adams, Mass. made up for by new
occupancies in Edinburg Texas, none of the new stores were occupied for the
full period.

Service Income

Service income decreased approximately ($579,000) and
increased $704,000 on a year over year basis for the three and six month
periods ended October 31. The increases and decreases were due to the
following:

Three Months

Six Months

Construction
services

$635,000

$1,835,000

Management
fees

$87,000

$227,000

Preferred
developer fees

$229,000

$172,000

Development
fee on a noncontrolled,

nonconsolidated entity

($1,530,000)

($1,530,000)

($579,000)

$704,000

The construction revenue above was a result of a project
which was finalized by October 31, 2012.

Other Income

For the three and nine months ended October 31, 2012 other
income contain proceeds from the movie theater that the Company reopened in
North Adams, Mass. on December 6, 2011. Revenue from the theater was
approximately $135,000 and $325,000 for the three and six months period ended
October 31, 2012.

Operating Cost and
Expenses

To compare operating cost, the following was adjusted for
cost that did not effect the comparable periods.

Three Months

Six Months

Oct. 31, 2012

Oct. 31, 2011

Oct. 31, 2012

Oct. 31, 2011

Operation
Cost  000s emitted

$5,994

$6,095

$11,886

$10,619

Less sale of real estate

-0-

(968)

-0-

(968)

Construction cost

(437)

-0-

(1,256)

-0-

Movie theater cost

(168)

-0-

(364)

-0-

$5,389

$5,127

$10,266

$9,651

The net increase in operating cost and expenses were mainly
in line with additional income.

Interest Expense

Reduction of interest expense for periods presented, resulted
from a negotiated interest rate reduction with the Companys lender on the debt
to fund the construction of the Edinburg Shopping Center.

Equity in earnings of unconsolidated subsidiaries decreased
approximately $128,000 and $554,000 on a year over year basis for the three and
six months ended October 31, 2012. During the same periods the amounts
distributed from a 50% owned investee were lower than the prior periods by
$145,500 and $415,500. Such distributions are in excess of net assets of the
50% owned investee since its accumulated net losses (including significant
amounts for depreciation and amortization) have exceeded capital contributions.

While the Company has a policy of recording distributions
in excess of basis as income, it does not control the rate of distributions of
the investee partnership. Cash flow in excess of distribution is held at the
partnership level. Please refer to the financial statements of the Companys
investee partnerships which are included in the Companys
Form 10-K for the year ended April 30, 2012.

Income Taxes

The Company has significant net operating loss carryforwards,
so it will likely not be required to pay income taxes in the near term.

Capital Resource and Liquidity

The Company ended the period with approximately $7,042,000
of unrestricted cash, cash equivalents and marketable securities. The
unrestricted cash and cash equivalents includes approximately $3,785,000
belonging to VIEs (Rockland Place, LP and Clarendon Hill Somerville, LP).
Funds received from CVS Pharmacy, which are to be paid out in connection with
CVS developments, amounted to approximately $429,000 and are included in
restricted cash and cash equivalents.

In August and September 2012, the Company received the
balance of the capital contributions due ($5,557,737) and paid off the
$2,900,000 balance of the bridge loan.

The Company believes it has sufficient cash and cash
resources to fund operations and debt maturities in the next twelve months without
any new bank borrowings.

We maintain disclosure controls and procedures, as such
term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934
(the Exchange Act), that are designed to ensure that information required to
be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our President and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. We conducted an evaluation ( the Evaluation), under the
supervision and with the participation of our President and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (Disclosure Controls) as of the end of the
period covered by this report pursuant to Rule 13a-15b of

the Exchange Act. Based on this Evaluation, our President
and Treasurer concluded that because of weaknesses in our control environment, our Disclosure Controls were not
effective as of the end of the period covered by this report. Notwithstanding
weaknesses in our control environment, as of October 31, 2012, we believe that
the condensed consolidated financial statements contained in this report
present fairly the Companys financial condition, results of operations and
cash flows for the periods presented.

Changes in Internal
Control Over Financial Reporting

As of the end of the period covered by this report, there
have been no changes in internal control over financial reporting (as defined
in Rule 13a-15(f) of the Exchange Act) during the period covered by this
report, that materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.

Smaller
reporting companies are not required to provide the information required by
this item.

Item 2.

UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.

DEFAULTS
UPON SENIOR SECURITIES

None

Item 4.

MINE
SAFETY DISCLOSURES

Not
applicable

Item 5.

OTHER
INFORMATION

As reported in Form 8-K dated November
6, 2012, the Company approved the appointment of BDO USA, LLC as the Companys
certifying accountants. While the current 10-Q will be filed without benefit
of the accountants review, BDO will subsequently review the July and October
2012 Quarters and the Company will issue amended reports.

The Companys
Annual Meeting of Shareholders was held on October 25, 2012 in Hartford,
Connecticut.

Proposal
One:

The following
nominees were elected as directors by the votes indicated:

Name

For

Against

Abstain

Broker
Non-Votes

Neil H.
Ellis

2,009,613

57,508

David B.
Harding

2,009,613

57,508

Stuart I.
Greenwald

2,009,613

57,508

Proposal
Two:

The following proposal from
shareholder David E. Kaplan was not approved. That had proposed requiring the
Board of Director to take effective action to assure that the Company makes it
required SEC Filings in a timely manner and that it includes in its Proxy
Statement all of the executive compensation information required by SEC
regulations. The votes with respect to Proposal Two were as follows:

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